


Marshmallow Stuffing

by bladespark



Series: Pony Fluffs [3]
Category: My Little Pony: Friendship is Magic
Genre: F/F, Girl Penis, Light Bondage, Light Dom/sub, Oral Sex, Romance, Spanking
Language: English
Status: Completed
Published: 2019-07-08
Updated: 2019-07-08
Packaged: 2020-06-24 23:05:44
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 2,273
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19733500
Author URL: https://archiveofourown.org/users/bladespark/pseuds/bladespark
Summary: Rarity has dressed up as a harem filly to give Luna a relaxing evening of massages, brushing, and other treats. Now it's time for Luna to return the favor and show Rarity how to truly unwind after a long day.But Rarity really should have thought before calling Luna "mistress", because Luna is going to demonstrate what that word really means.(Not *strictly* a "pony fluff" story, but as it's the sequel to the second pony fluff, I include it.)





	Marshmallow Stuffing

"The best thing about wearing clothing is that eventually one gets to take it all off."

Rarity whispered this in Luna's ear. Then she sat back, and posed to show the fantasy harem filly outfit she was wearing to best effect. Though really, the skimpy and largely translucent garment mostly showed Rarity herself off to best effect.

"I see." Luna half sat up in the bed and leaned towards Rarity. "Well I think that your 'mistress' wants to lend a helping hoof in removing your clothing." She grinned at Rarity. It had been Rarity's idea to play at being Luna's adoring harem slave, and they'd both had a lot of fun as Rarity groomed, fed, and massaged her "mistress". They'd both also done quite a lot of teasing and flirting, hinting at the part of the night that had now arrived at last.

Luna's grin was positively predatory as she advanced on Rarity. The much larger alicorn loomed over the slender unicorn. She bent down and delicately grasped the gold-trimmed vest Rarity was wearing across her withers in her teeth. Rarity gave a little shiver at the feeling of the princess' starry mane brushing against her and cooperated willingly as Luna pulled the vest off.

Luna nuzzled against her cheek next, seeking the buckle that held her halter and veil on. Rarity half-closed her eyes and tipped her head down, giving Luna easier access to the strap tucked behind her ears. That too joined the vest, both carelessly tossed on the floor.

Then Luna planted a hoof on Rarity's chest and pushed her over onto her back. She lowered her head, her muzzle running down the length of Rarity's barrel, from chest to belly, not quite actually touching, just letting her warm breath wash over her lover. Rarity found herself holding her breath, then let out a tiny sigh as Luna took the waistband of her translucent pantaloons in her teeth and began to tug them downward. Rarity had to wiggle quite a bit in order for Luna to get them off.

Luna paused half way, with the pantaloons still partly covering Rarity's flanks, to give her a little nuzzle just below where the waistline of the pants had rested.

"Ooo. You terrible tease."

Luna laughed and nipped at the spot gently, then planted a kiss there before returning to her task. She let her muzzle brush all the way down Rarity's leg as she did so, and Rarity, lying back in the bed, could already feel her heart racing faster in anticipation.

With the clothing entirely discarded, Luna sat beside Rarity and gave her a rather wicked smile. "You have played a dangerous game this evening, with calling me your mistress. It tempts me mightily to make truth of your jest."

Rarity's heart skipped a beat. "Oh?" she said, trying to not sound too foalishly eager.

Luna leaned in very close, speaking in a soft, intense tone that was almost a whisper. "What would you say if I told you that you have been brazenly disobedient tonight, ordering your mistress around as you have, and need to be punished?"

"I... Oh... oh my." Rarity found her heart pounding rapidly. She licked her lips, her mind playing a thousand fantastic scenarios.

"Well? What do you have to say for yourself? Have you any excuses to offer? Any pleas for mercy?"

"Oh my," said Rarity again, swallowing hard. "I... Yes, I have been very disobedient. I definitely need to be punished."

Luna chuckled softly. "I see. Very well then. Roll over." Her tone turned stronger, more commanding.

Rarity gave a little shiver and obeyed, rolling onto her stomach. Luna ran a hoof along Rarity's spine and down over her tail. Rarity kept very still, tense with anticipation. What would Luna do? Luna's hoof wandered onto Rarity's flank, over her cutie mark. "Let's see you lift that rump up, my pet."

Rarity shifted, getting her knees under her and putting her rump up in the air. This pressed her face to the bed in a somewhat uncomfortable way and she had to turn her head to the side to breathe, but with her heart still racing rapidly she found she did not mind one bit.

"Very good," said Luna approvingly. She caressed Rarity's rump again, then slapped it lightly. Rarity twitched, she hadn't been expecting the blow. Luna chuckled darkly and did it again, her hoof impacting Rarity's rump with a light, stinging smack! Rarity let out a somewhat undignified squeak, then blushed. Luna only smiled and spanked her again, firmly, right over her cutie mark. Rarity hadn't drawn breath yet, so that resulted in a little gasp.

Luna seemed pleased by this. She shifted to a more comfortable position, sitting between Rarity's hind feet, and slapped her firmly on both cutie marks at once. Rarity let out a yelp at that, and then another gasp as Luna hit just one, even harder than she had before. Rarity couldn't help but make all kinds of embarrassing noises as the princess spanked her first on one cheek and then on the other, sometimes on both, her hoof never hitting with bruising force, but always hard enough that Rarity simply couldn't hold back and keep silent.

By the time Luna finally relented, Rarity's white rump was pink and warm from all the spanking. Luna stroked it again, gently, then slid her hoof around to the very inside of one cheek, practically under her tail, and gave her a playful grope. "Very nice," she said. "Now, roll back over. And say 'yes mistress' like the good girl you are."

Rarity's breath caught. "Y-yes mistress." Rarity rolled onto her back and looked up at Luna with both eagerness and uncertainty written on her expression. This was all very exciting, yet it was also a little bit terrifying. She'd read a certain amount about this kind of play, but she'd never actually done it before. It was intoxicating, but she wondered how far Luna would go. Some of the things she'd read about seemed much more scary when thinking about actually doing them than they had when they were just words on the page of her latest racy novel.

Still, she didn't hesitate when Luna said, "Hold out your front hooves." A soft cord that she recognized as coming from one of her curtains snaked its way around her wrists, held in Luna's magical field. It looped a figure eight then tied itself into a snug knot. Luna then pulled the end of the rope up, hauling Rarity's hooves over her head. The free end was just long enough to tie to a slat on the headboard.

The room had two windows, so there were three more curtain ropes. A moment later two of them were wrapping themselves around Rarity's hind hooves. These were pulled apart and secured to the bed posts. Rarity shivered as she was exposed, her legs spread wantonly, her front hooves secured, rendering her completely helpless.

"Delightful," said Luna, looking her over. That predatory gleam was back in her eye. "Or perhaps delicious." She leaned in close and kissed the same spot she had earlier, just beneath Rarity's navel. "I believe I shall have a taste." Slowly, teasingly, she slid her muzzle down towards the sweet flower of Rarity's sex. She nuzzled over its outer lips lightly. Rarity's spread legs meant they were parted slightly, but Luna did not venture within yet. At the touch of Luna's lips to that sensitive area, Rarity let out a soft breath, almost not a sound at all, that nonetheless carried both pleasure and anticipation.

Luna lapped gently at Rarity's lips, then delicately slipped her tongue between them to explore and taste within. Rarity made another soft sound of pleasure, a little louder now. Luna pushed her tongue deeper, and Rarity squirmed as it delved into her depths. Then Luna lapped up, running her tongue in a broad, firm stroke across the little nub of Rarity's clit. Rarity gasped sharply, her hips twitching.

Luna continued with unhurried strokes, licking over Rarity's clit repeatedly, making the unicorn moan each time. She worked firmly, insistently even, slowly increasing the pace, listening as Rarity's cries grew louder and higher in pitch. When the unicorn was breathing hard, her back arching, hips lifting to Luna's attentions, her cries steadily spiraling upwards, Luna suddenly stopped.

Rarity let out a disappointed little whine. Luna chuckled softly. She sat up, wiping the dampness of Rarity's arousal from her muzzle. "Before I reward you, you'll have to earn it. What think you of returning the favor, my pet? Hmmm?"

"Oh. I... ah..." Rarity couldn't help it, her face fell just a little bit. Much as she loved Luna, eating out a mare was far from her favorite activity. She was willing, of course, but not especially enthused.

Luna didn't seem to mind Rarity's sudden dismay. She laughed softly and her horn began to glow. "Do not worry, my pet, I know your proclivities quite well. I think this will be very much to your taste." She rose, kneeling between Rarity's legs as her horn dimmed again, and Rarity saw that Luna was now displaying a stallion's cock; a thick, black shaft rising from between her legs.

"Oh my. Oh yes." Rarity licked her lips. Luna smiled and climbed around the bed until she could straddle Rarity's chest. She positioned herself so Rarity's eager muzzle could reach the tip of her cock and presented it there without another word. Rarity needed no instruction, she opened her mouth and began lapping at Luna's tip. Luna sighed softly in pleasure, her eyes half closing as Rarity attended to her. Rarity licked every inch of the cock that she could reach, eagerly laving it with her tongue. Finally she took the head into her mouth, her wet warmth surrounding it, and caressed along the underside with her tongue as she lifted her head and took as much of it in as she could.

Luna let out a moan of pleasure at that. But with Rarity lying as she was she couldn't really go down far at all. Aware of how easy it would be to harm her helpless lover, Luna moved with care, but she began to rock her hips, pushing her cock a little ways into Rarity's mouth.

Rarity made a muffled sound of pleasure, her eyes fully closed now as she concentrated entirely on pleasing Luna.

After a few moments, however, Luna withdrew. She climbed off of Rarity and bent down to kiss her with fervent, eager passion. "I think you have more than earned your reward," she said when she broke off the kiss.

Once again she knelt between Rarity's spread legs. But now she bent over the helpless unicorn and lined the head of her cock up with Rarity's wet, ready entrance. She gave Rarity a soft, lingering kiss as she slowly sank into her. Rarity moaned into the kiss, lifting her hips to Luna, eager to take every inch of her.

Luna sank in until she could go no further, filling Rarity completely. Still kissing Rarity hotly, their bodies pressed tightly together, Luna didn't pause at all; she immediately drew her hips back, then thrust forward again, making Rarity moan once more as she was again filled. The alicorn set up a steady rhythm, thrusting in deeply and then pulling back almost all the way out each time. She finally broke off the kiss and rested her muzzle against the side of Rarity's neck, breathing rapidly as she took her unicorn lover with increasing speed and intensity.

Rarity writhed beneath her, pulling hard now against the restraints that still held her. Her inner muscles were clenched around Luna's cock as she tensed, feeling her pleasure building. She had already been near the edge even before Luna entered her, and now she was so close she could hardly think.

"Come for your mistress, my pet," whispered Luna in her ear, and she started thrusting even harder, even faster, her own pleasure building as well.

"Oh... oh Luna..." Rarity tipped her head back, her back arching, her front hooves pulling so hard against her restraints that they bit into her hide, and she didn't even care. With a sudden gasping cry and a deep, intense shudder she came, twitching and clenching around Luna's cock as she did.

"Ah yes," said Luna, a low, almost grunting sound of pleasure. "Yes... ah... ah!" With a sharp cry she too came, thick spurts of hot seed pumping out into Rarity, filling her with a slick heat as Luna thrust again, a few short, jerky thrusts, and then at last was still, panting, atop her.

For a while both mares were silent, simply resting together. Eventually Rarity wiggled and said, "Luna, dearest, you're rather heavy."

"Ah, yes, sorry." Luna rose. She looked down at Rarity and smiled. "You are quite a mess, my love."

Rarity arched an eyebrow up at her. "And whose fault is that?"

"Yours, I think. You are the one who started this, after all."

Rarity giggled. "Well, all the same I think I'm ready to be untied. Fun as that was, it's getting rather uncomfortable."

"Of course." Luna's horn lit and Rarity's restraints untied themselves.

Rarity got to her hooves and stretched. "I must say, that was quite a lot of fun."

"Indeed." Luna grinned, and there was a hint of that same predatory gleam in her eye as she added, "I do believe, my pet, that I shall have to play your mistress more often."

Rarity swallowed. "Oh my. What have I gotten myself into?"

Luna only laughed.

**Author's Note:**

> If you'd like to see me talk about writing, my works in progress, other creative endeavors, and my life in general, check out [my Dreamwidth blog](https://bladespark.dreamwidth.org/).


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